Types of Companies in Gibraltar

Updated on Wednesday 27th June 2018

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Several types of businesses are available inGibraltar for registration. The most popular are the partnerships (general and limited) and the companies (sole proprietorships, limited by shares, limited by guarantees and public companies).

General and limited partnership in Gibraltar

The generalpartnership is created by partners equally responsible for the business’ responsibilities and duties with their own contributions. The maximum number of partners in a Gibraltar partnership cannot exceed 25 individuals or companies (not available for professional firms). Even though annual accounts must be submitted to the Commissioner of Income Tax, the general partners are not obliged to fill agreements and financial accounts.

The limitedpartnership is formed by at least one general partner, fully liable for the company’s debts and a silent partner, liable only in the extent of his contributions. The major difference between the two types of partners is that the silent partner may not make managerial decisions. The partners must file a declaration regarding the composition of the partnership and the amount of capital deposited by the limited partners and submits it at the Registrar of Companies.

The limited liability partnership resembles the general one, with the main difference in the liability of the partners which are not responsible for each other mistakes or negligence.

All types of partnerships are regulated by the Partnership Act (as updated). The companies are regulated by the Companies Ordinance, pretty similar with the English Companies Act 1929.

Private and public limited liability companies in Gibraltar

The companies limited by shares’ capital is made of non-transferable shares and the responsibility for the company’s liabilities depends on the contributions to the share capital. The minimum number of shareholders in such a company is 2 and the maximum is 50. The management is assured by a director and the secretary appointment is not necessary.

The companies limited by guarantee with or without share capital have members which have their liability guaranteed by a deposited sum of money and their members don’t need to register with the Companies Registrar (unlike the previous type of company, where details regarding their names and contribution to the capital were necessary).

The publiclimitedliabilitycompanies are founded by an unlimited number of shareholders and, as a particularity, a minimum share capital has to be deposited at incorporation, with the total amount of 20,500 GIP.

Other types of companies

Singleentrepreneurs are allowed to open sole proprietorships with the owner’s full liability and the obligation to register at the Registrar of Companies just like any other legal entity.

Another special form that a company may take in Gibraltar is the protectedcellcompanies. According to the Protected Cell Companies Act, this type of company is formed of different cells which offer protection and separation of the assets. In this type of company, the investors’ rights are limited by the goods of the cell where they’ve invested. Each cell must have its distinct name and the name of the company must be related to its status as a cellular company.

Foreign companies are allowed to open branches if, within one month since the decision of establishment was taken, the following documents are deposited at the Registrar of Companies:

- the proof of the existence of the parent company in the foreign country, such as the certificate of incorporation,

- the memorandum of association of the parent company which must be obtained in the home country,

- the decision of opening a branch which must be deposited with the Gibraltar Companies House,

- a list of the company’s directors and secretary, which must be appointed at the time of incorporation,

- the power of attorney for the branch’s representative in front of the Gibraltar authorities.

Foreign enterprisers can also establish trusts and non-profit organizations (NGOs) in Gibraltar. It is important to know that NGOs can be divided into:

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